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合资生产电线电缆保密协议英译中

CNFIDENTIALITY AGREEMENT

保密协议


BETWEEN


aaaaaa


AND


bbbbb



协议签约方为:


aaaaaa公司

bbbbb公司




THIS AGREEMENT becomes effective on  01/01/2015 

本协议于2015年1月1日签订,



BETWEEN:

双方当事人为:


aaaaaa, a company incorporated in and existing under the laws of Belgium, whose registered office is at ccccccc, 9130 Verrebroek in Belgium (hereinafter "Disclosing Party”), 

依照比利时法律组织设立的aaaaaa公司 (以下简称 " 透露方"),主营业地为:比利时 ccccccc, 9130 Verrebroek ,



AND:

和:


bbbbb, a company incorporated in and existing under the laws of the People′s Republic of China, whose registered office is at 118 Duhui Road, Minhang District, Shanghai 201109 (hereinafter “Receiving Party”). (see licence attachment)

依照中华人民共和国法律组织设立的bbbbb公司(以下简称“接受方”), 主营业地为:上海闽行区ddddddd (参见许可附件)。




INTRODUCTION: 

前言:


I. Disclosing Party is a company with Belgian nationality, which has far-reaching experience in the industrial sector, and whose core activity is production and distribution of the following products: industrial hose reels and cable reels.

透露方是一家比利时的国有企业,在工业领域拥有丰富的经验,主要经营业务是生产和分销工业软管卷盘和电线电缆。


II. Receiving  Party is a company with Chinese nationality, which has far-reaching experience in the industrial sector, and whose core activity is production and distribution of industrial tools and equipment such as hose reels and cable reels.

  接受方为一家中国的国有企业,在工业领域拥有丰富的经验,主要经营业务是生产和分销工业工具设备,例如软管卷盘和电线电缆。


III. Presently, the two Parties are preparing negotiations, the final purpose of which is to establish a partnership involving the production and distribution of a  motorized hose reel based on patented technology as described in PCT/IB2011/053930. (hereinafter "Potential Business Transaction").

目前双方正准备进行谈判,谈判的最终目的是,基于PCT/IB2011/053930中所描述的专利技术建立一个合作关系,合作生产和分销电动软管卷盘。(即下文中称之为潜在商业交易)。


IV. That during the aforesaid negotiations, the Disclosing Party will have to exchange sensitive and confidential information. 

在上述的谈判中,透露方将必须交流保密信息。

V. Both Parties wish to regulate the way in which the aforesaid confidential information will be handled.

双方期望对上述保密信息的处理方式加以管控。



IT IS HEREBY AGREED AS FOLLOWS: 

双方达成协议,约定如下:



1. OBJECT OF THE AGREEMENT

协议目标


The Parties agree that within the framework of the negotiations mentioned above which are being carried out, there is a need to disclose certain information or data relating to the negotiations and the object thereof (hereinafter "Confidential Information") which will have to be kept secret, in other words, be kept confidential by each one of the Parties, in accordance with the terms and conditions of this Agreement.

双方同意,在上述谈判的框架内,有必要披露某些与谈判和协议目标相关的、必须保密的即必须依据本协议条款保密的信息(以下简称“保密信息")。



2. CONFIDENTIAL INFORMATION

保密信息


For the purposes of this Agreement, Confidential Information shall be considered to be any information which could possibly be disclosed in speech, in writing or by means of any other tangible or intangible medium or format, currently known or which could be invented in the future, exchanged between the Parties as a result of this Agreement, and which either one of the Parties might consider to be confidential and might so convey it to the other Party.

按照本协议的目的,保密信息应该指的是,由于本协议而导致的双方交流信息时以口头的、书面的或其他任何有形或无形的媒介或方式披露的信息。



3. OBLIGATION OF THE PARTIES

双方义务


The Parties undertake to adopt the appropriate measures to ensure that the Confidential Information is handled confidentially. The aforesaid measures shall not be less thorough than those applied by the Parties to their own Confidential Information, and shall consist of:

双方应采用适当的措施确保以保密的方式处理保密信息。上述措施的完备程度不得低于双方对自己的保密信息所采取的措施的完备程度,而且措施中应包括:


(a) to use the Confidential Information solely for the mutual benefit of the Parties during the negotiations and not to use any portion of the Confidential Information, directly or indirectly, for the benefit of itself or of any third party unless pursuant to another written Agreement with Disclosing Party.

只为了谈判双方互惠互利的目的而使用保密信息,任何一部分保密信息都不能直接地或间接地使用于接收方自己的利益或任何第三方的利益,除非这种使用是依据接收方和披露方签订的另一个书面协议而进行的。


(b) to allow access to Confidential Information only to natural persons or legal entities which, in both cases, might render their services for either of the Parties, and which might need the aforesaid information in order to carry out tasks for which the use of this information is strictly necessary. For these purposes, the Receiving Party which receives the Confidential Information  shall inform adequately the aforesaid natural persons or legal entities of their obligations as far as confidentiality is concerned, and ensure that the aforesaid obligations are complied with. The Receiving Parties undertakes to take the necessary measures, both in respect of their own employees and of third parties which might have any relation to this Agreement, to ensure that the contents of this Agreement are complied with; 

只允许自然人或法人接触上述保密信息,而且只有当上述自然人或法人是为任何一方提供服务的,并需要保密信息来执行一些必需使用这些信息才能完成的任务时,才能允许接触上述保密信息。为此,接受方应当充分地通告上述自然人或法人应承担的相关保密义务,并确保上述义务得以履行。接受方应采取必要的措施,确保与本协议有关系的本公司员工和第三方履行本协议。


 (c) not to disclose or reveal Confidential Information of Disclosing Party to third parties, unless prior written consent by the Disclosing Party. 

  除非预先得到了披露方的书面授权,否则不得向第三方公开或泄露披露方的保密信息。



(d) to restrict the use of Confidential Information exchanged between the Parties to that information which is strictly necessary for complying with the object of this Agreement. Any Party which receives the Confidential Information shall be held responsible for any use other than that which is strictly necessary, carried out by it or by natural persons or legal entities which may have been given access to the Confidential Information; and

限制双方之间交换的保密信息的使用,只限于在依照本协议目标是绝对必要的情况下使用。如果保密信息的接受方或接触到保密信息的自然人或法人在非绝对必要的情况下使用保密信息,则接受方需承担相应责任; 



(e) to inform the Disclosing Party of any leak of which it learns of, or which it could learn of, arising from the breach of the Agreement or by inappropriate behaviour by persons who may have accessed the Confidential Information. The fact that this notification is made does not exempt the Receiving Party which has breached the Agreement from its responsibility, but if the aforesaid Party fails to comply with this obligation to notify the Disclosing Party, then that shall give rise to as many responsibilities could be caused by that particular omission;

  当知道或可能知道保密信息因为违约或因为掌握保密信息的人不恰当行为而导致信息泄露时应通知披露方。该通知行为并不意味着接受方因此而免责,但如果上述接收方未能履行该义务而通知披露方,则需承担起因该具体疏忽行为而导致的相关责任。



4. EXCEPTIONS FROM CONFIDENTIALITY OBLIGATIONS

保密义务的免责条款


Without prejudice to the obligations laid down by national laws and/or assumed by the Party receiving the Confidential Information, the obligation requirements set out in the clauses of this Agreement shall not be applicable to that information for which the Receiving Party might be able to demonstrate:

在不损害基于国家法律而产生的义务或保密信息接收方应承担的义务的情况下,本协议条款所规定的义务要求不适用于接收方可证明以下情况的信息:


(a) that the Confidential Information was in the public domain at the time it was disclosed;

  该保密信息在被泄露时已属于公共信息

(b) that prior to the time the Confidential Information was disclosed, it already possessed aforesaid information by legal methods or were legally entitled to access the aforesaid information;

  在该保密信息被泄露之前,接收方已经依法占有或依法律授权获得上述信息的拥有权;


(d) that it had prior written consent from the Disclosing Party to disclose the Confidential Information; and

  预先已经得到了披露方的书面授权允许其披露该保密信息; 

(e) that the Confidential Information has been requested by the competent Administrative or Legal Authorities which will have to hand down an opinion regarding total or partial aspects of it, in which case the Receiving Party, which might have to submit the aforesaid information to the aforesaid authorities, will have to inform the Disclosing Party before submitting the aforesaid information.

如果某些行政主管或授权机关因审查需要,要求接收方全部或部分地提交该保密信息,在这种情况下,接受方在向上述机构提交上述信息之前应通知披露方。



5. INTELLECTUAL PROPERTY RIGHTS

知识产权


Receiving Party  acknowledges and agrees that:

接受方承认并同意:


(a) it will not hold any Intellectual Property Rights of the product referred to in the Potential Business Transaction and that Disclosing   Party owns all Intellectual Property Rights of the product referred to in the Potential Business Transaction;  and

  接受方不持有在“潜在商业交易”中所涉及产品的任何知识产权,披露方持有在“潜在商业交易”中所涉及产品的全部知识产权; 


(b) it will not initiate any registration procedures in the People’s Republic of China or any other country of the International Property Rights of the products that belonging exclusively to Disclosing Party.

  接受方不得在中国或其他国家注册属于披露方专有的国际知识产权。


(c) nothing in this Agreement shall be construed to the Receiving Party any rights by license or otherwise, express or implied, to any of the Disclosing Party’s Intellectual Property. 

             本协议的任何规定都不得明示地或暗示地解释为,接受方拥有披露方知识产权的任何许可权。




6. COMING INTO FORCE AND DURATION OF AGREEMENT

协议的生效和有效期


The Parties undertake:

双方同意:


(a) to keep this Agreement in force from the time it becomes effective, which is  indicated above, until 01/01/2035;

           协议自签字之日起生效,即有效期从上述标明日期开始,直到2035年1月1日为止;

(b) to include, as part of the clauses of another written Agreement they might sign, a Confidentiality Clause, in the same sense as this Agreement; and

   协议包括可能签署的另一书面协议中的保密条款在内,该保密条款与本协议具同等效力; 以及

(c) to keep this Agreement in force during a period of twenty (20) years in the event that, for whatever reason, the Parties did not ultimately sign another Agreement, or in the event that the aforesaid Agreement did not include the Confidentiality Clause indicated in the previous paragraph.

无论出于何种理由,如果双方未最终签署另一协议或上述协议中未包括前段指明的保密条款,本协议的有效期仍为20年。



7. DELIVERY OF CONFIDENTIAL INFORMATION

保密信息的交付


On termination of this Agreement, the Parties undertake appropriate action to:

本协议终止时,双方应采取相应行动以便:


(a) return to the Disclosing Party at its registered offices, or at any other given address, the Confidential Information which might have been received during the validity of this Agreement; and

把在协议有效期内所接受的保密信息交付到位于其主营业地的披露方; 以及


(b) not to carry out any form of partial or total reproduction (copies, photocopies, photographs, plans or others), in any format, of the Confidential Information which has been received.

不得以任何形式(副本、影印件、照片、计划或其他形式)部分或全部复制所接受的保密信息。



8. NOTICES

通知


All notices, requirements, requests, or other statements that might have to be made by the Parties with relation to this Agreement, will have to be made in writing, and shall be understood to have been properly made when they have been delivered by hand or have been sent by registered post to the address of the other Party indicated in the header of this Agreement, or any other address which each Party might indicate for these purposes.

双方发出的所有与本协议有关的通知、要求、请求或其他声明,均需以书面形式提出,而且由专人递交或挂号邮递到本协议开头所指明的另一方地址或各方为此目的指定的其他地址时,这些文件均被理解为是恰当制定的。



9. LAW AND JURISDICTION

法律和司法管辖权


The Parties shall exercises their best efforts to resolve by negotiation any and all disputes, controversies or differences between them arising out or relating to this Contract.

协议双方应尽最大努力来协商解决由本协议引起的或与本协议相关的所有争议、争执或分歧。


If the dispute is not resolved by direct negotiation, it will be finally settled by arbitration in accordance with the rules of the China International Economic and Trade and Commission (CIETAC) in effect at the time of applying for arbitration. The arbitral award is final and binding on the Parties and enforceable in the courts of the countries in which the Disclosing Party and Receiving Party are located. The place of arbitration shall be Shanghai and the proceedings shall be carried out in the English language.

如果争议未能通过直接协商解决,则应诉诸仲裁方式,依据申请仲裁时有效的中国国际经济贸易仲裁委员会(CIETAC)的仲裁规则来进行仲裁。仲裁结果对协议双方都有约束力,并且在披露方和接受方所在国家的法庭执行。仲裁地点为上海,仲裁诉讼语言为英语。


If the dispute is not resolved by direct negotiation nor by arbitration, it will be finally settled by legal proceedings and in accordance with the contract law of  the People’s Republic of China  unless the ....................... [Company A or Company B] as plaintiff wishes to pursue legal proceedings within the jurisdiction of the other Party’s headquarters.

如果争议未能通过直接协商或仲裁方式解决,则将依据中华人民共和国合同法通过法律途径来最终解决。



10. LANGUAGE 

语言


The whole text of the present Contract and all documents derived from it, including the Schedule, have been written in English and Chinese, both versions being deemed authentic, but for legal purposes the text in English is to be given priority of interpretation.

本合同的全部内容及由此衍生的所有文件均用中文和英语两种语言书写,两种文本均具有效力,但法律上以英语文本为主要解释文本。


Both Parties declare their conformity to the present Contract, which is signed in two (2) copies , each of which shall be considered original.

双方宣布将遵守合同要求,此合同共有两(2)份,每份均可视为原件。


This Contract enters into force the date specified above.

本合同自上述标明日期起生效。


SIGNED by a duly authorized representative of Disclosing Party and Receiving Party. 

本合同由透露方和接受方合法授权的代表人签署。